338 Elections. Newco, and the Company shall work together in good faith to determine the tax consequences to Newco and the Company of jointly making an election under Section 338(h)(10) of the Code, or comparable provision of state, local or other Law, with respect to any Newco Entity that is a member of the Company’s consolidated group for federal income tax purposes. At Newco’s request, the Company shall join Newco in making such an election if Newco agrees to hold the Company Indemnitees harmless from any adverse Tax consequences resulting from such elections. At least 10 days prior to making any election under Section 338(g) of the Code, or comparable provision of state, local or other Law, with respect to any Subsidiary of the Company, Newco shall notify the Company in writing of its intent to make such elections. Newco shall hold the Company Indemnitees harmless from any adverse Tax consequences resulting from any such elections.
338 Elections. Notwithstanding anything herein to the contrary, Buyer shall be permitted to make an election under Section 338(g) of the Code (a “338(g) Election”) with respect to the acquisition of any Conveyed Entity that is (i) organized outside the United States and (ii) classified as a corporation for U.S. federal income tax purposes, without obtaining the Sellers’ prior written consent; provided, however, that Buyer will indemnify and hold harmless Sellers for any Taxes to the extent set forth on Section 5.13(g) of the Seller Disclosure Schedule. In addition, Seller and Buyer shall make an election under Section 338(h)(10) of the Code (a “338(h)(10) Election”) with respect to the acquisition of the U.S. Conveyed Entity, it being understood that Buyer shall not be liable for any Taxes incurred by Seller as a result of making the 338(h)(10) election.
338 Elections. Each relevant Seller and Buyer shall join in making timely and valid elections under Code Section 338(h)(10) (and any corresponding elections under state, local, and foreign Tax Law) with respect to the Buyer’s direct or indirect purchase of the Equity Interests of each Company that is treated as a corporation for U.S. federal income or such other applicable tax purposes (such elections collectively, the “Section 338(h)(10) Elections” and each such Company, a “Section 338(h)(10) Subsidiary”). Each Party shall, and shall cause its Affiliates to, cooperate to the extent reasonably requested in connection with making and giving effect to the Section 338(h)(10) Elections, including by executing and filing any forms and documentation necessary for making the Section 338(h)(10) Elections. Buyer and WM Parent shall each timely file the Form(s) 8023 for the Section 338(h)(10) Elections with the Internal Revenue Service and shall each provide the other promptly upon request with a copy of the final, as-filed versions of such Form(s) 8023. Sellers shall include all items of income, gain, loss, deduction and credit for the final pre-Closing Tax period of each Section 338(h)(10) Subsidiary (for the avoidance of doubt, including the items of income, gain, loss, deduction and credit resulting from the Section 338(h)(10) Elections) on their Consolidated Returns for such period.
338 Elections. (a) Section 338(g) Election. The Sellers acknowledge that Purchaser may make an election under Section 338(g) of the Code and any corresponding or similar elections under state, local or foreign tax law with respect to any of the Companies and Subsidiaries that is not a U.S. corporation. Purchaser shall provide the Sellers with notice of any such election as required by the Treasury Regulations under Section 338 of the Code.
(b) Section 338(h)(10)
338 Elections. Purchaser shall be entitled to make an election pursuant to Section 338(g) of the Code and, if applicable, similar elections under any applicable state or local law, with respect to any Target Entity that is a Foreign Subsidiary (to the extent permissible by applicable law) (a “338(g) Election”). Nothing in this Article IX or anywhere in this Agreement shall be construed to prohibit Purchaser from making any such election. Purchaser shall notify Seller of its intent to make a 338(g) Election within 180 days after the Closing Date, provided that Seller shall have provided Purchaser with all information reasonably requested by Purchaser for purposes of determining whether to make such 338(g) Election.
338 Elections. UK Buyer shall make, or cause to be made, elections under Section 338(g) of the Code (and all corresponding elections under any other Law) (collectively, the “338 Elections”) with respect to the Acquired Company Entities set forth on Schedule 6.06(i) (such Acquired Company Entities, the “338 Entities”). UK Buyer shall take, or shall cause to be taken, all steps identified as necessary in order to effectuate the 338 Elections in accordance with applicable Laws (including the preparation and timely filing of IRS Form 8023 and all similar state and local forms). At least five (5) Business Days prior to Closing, UK Buyer shall deliver to Seller completed IRS Forms 8023 and all applicable corresponding state and local forms required to effectuate the 338 Elections, and shall consider in good faith all reasonable comments of Seller with respect thereto. For the avoidance of doubt, UK Buyer shall not make 338 Elections with respect to the Acquired Company Entities set forth on Schedule 6.06(ii).
338 Elections. The Purchaser shall have the right, but not ------------- the obligation, to require Skandia U.S. to join with the Purchaser in making the elections provided for in section 338(g) and section 338(h)(10) of the Code and the Treasury Regulations promulgated thereunder (the "338 Elections") with respect to the Purchaser's acquisition of the Valley Shares from Skandia America. If the Purchaser causes Skandia U.S. to make the 338 Elections, the Purchaser and Skandia U.S. (and their Affiliates), at the option of the Purchaser, shall make such other similar elections as may be necessary for state and local income Tax purposes provided that such elections achieve substantially the same result to the Purchaser and Skandia U.S. as the 338 Elections achieve for federal income Tax purposes and, for purposes of this Agreement, the term "338 Elections" shall be deemed to include any such state and local income Tax elections.
338 Elections. No election shall be made under Code section 338(h)(10) or Code section 336(e) with respect to the acquisition of the stock of any Acquired Company. Neither the Purchaser nor any of its Affiliates shall make an election under Code section 338(g) with respect to the acquisition of any Acquired Company (other than those set forth on Schedule 9.7) without the prior written consent of the Seller (which shall not be unreasonably withheld, conditioned or delayed).
338 Elections. (i) Buyer shall timely make an election under Section 338(g) of the Code (and any comparable election under state or local Tax law), (ii) Buyer and Seller shall join in making an election under Section 338(h)(10) of the Code and any comparable election under state or local Tax law with respect thereto and (iii) Buyer and Seller shall in good faith cooperate in the completion and timely filing of any such elections in accordance with the provisions of Treasury Regulation ss. 1.338(h)(10)-1 (or any comparable provisions of state or local Tax law) or any successor provision. For purposes of executing any such elections, Buyer and Seller (and any of their Affiliates as necessary) shall jointly execute (i) IRS Form 8023-A and all attachments required to be filed therewith pursuant to applicable Treasury Regulations and (ii) any other forms required to be filed under state or local Tax law with respect to such elections, as soon as practical, but in no event later than 30 days before the date each such form is required to be filed. In connection with such elections, Seller and Buyer shall in good faith agree upon a valuation of the assets of the Company and the Subsidiary, and neither Seller nor Buyer (nor any of their respective Affiliates) shall take any position on any Tax Return or with any taxing authority that is inconsistent with the agreed valuation.
338 Elections. With respect to the purchase by the Buyer of all of the Subsidiary Shares held by the Sellers, (i) if the Buyer requests, the Sellers agree to join with the Buyer in making elections under either or both of Sections 338(g) and 338(h)(10) of the Code (and any comparable election under state or local tax law) for any of the Subsidiaries (the "Election"), (ii) the Sellers and the Buyer shall, as promptly as practicable following the Closing, cooperate with each other to take all actions necessary and appropriate (including filing such forms, returns, elections, schedules and other documents as may be required) to effect and preserve timely Elections in accordance with the provisions of the Treasury Regulation or any comparable provision of state or local tax law) or any successor provisions, and (iii) the Sellers and the Buyer shall report the purchase by the Buyer of stock of any of the Subsidiaries consistent with the Election (and any comparable elections under state or local tax law) and shall take no position to the contrary thereto in any Tax Return, any proceeding before any taxing authority or otherwise. In connection with an Election, the Buyer shall determine the Aggregate Deemed Sales Price (as defined under applicable Treasury Regulations) and the allocation of such Aggregate Deemed Sales Price among the assets of the Subsidiaries, as the case may be. Such allocation of the Aggregate Deemed Sales Price shall be made in accordance with Section 338(b) of the Code and any applicable Treasury Regulations. The Sellers and the Buyer (i) shall be bound by such allocation for purposes of determining any Taxes, (ii) shall prepare and file all Tax Returns to be filed with any taxing authority in a manner consistent with such allocation, and (iii) shall take no position inconsistent with such allocation in any Tax Return, any proceeding before any taxing authority or otherwise. In the event that such allocation is disputed by any taxing authority, the party receiving notice of such dispute shall promptly notify the other party concerning resolution of such dispute. To the extent that the Purchase Price is adjusted by reason of any payment under this Agreement or otherwise, (i) the Aggregate Deemed Sales Price shall be adjusted to reflect such change, (ii) the provisions of this Section 8(g) shall be followed in redetermining the allocation of the Aggregate Deemed Sales Price, and (iii) the parties to this Agreement will, to the extent required by law, file a...
